AIA Document B101 TM 2007

Transcription

1 AIA Document B101 TM 2007 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the day of in the year (In words, indicate day, month and year.)year) BETWEEN the Architect s client identified as the Owner: (Name, legal status, address and other information) address and other information) The Board of Regents of the Nevada System of Higher Education on behalf of the University of Nevada, Las Vegas 4505 South Maryland Parkway Box Las Vegas, Nevada and the Architect: (Name, legal status, address, FTIN and other information) ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. for the following Project: (Name, location and detailed description) AIA Form Docs n/a N/A The Owner and Architect agree as follows. ELECTRONIC COPYING of any portion of this AIA Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. 1

2 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT S RESPONSIBILITIES 3 SCOPE OF ARCHITECT S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT EXHIBIT A INITIAL INFORMATION ARTICLE 1 INITIAL INFORMATION 1.1 This Agreement is based on the Initial Information set forth in this Article 1 and in optional Exhibit A, Initial Information: (Complete Exhibit A, Initial Information, and incorporate it into the Agreement at Section 13.2, or state below Initial Information such as details of the Project s site and program, Owner s contractors and consultants, Architect s consultants, Owner s budget for the Cost of the Work, authorized representatives, anticipated procurement method, and other information relevant to the Project.) 1.2 The Owner s anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below:.1 Commencement of construction date:.2 Substantial Completion date: 1.3 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect s services and the Architect s compensation. ARTICLE 2 ARCHITECT S RESPONSIBILITIES 2.1 The Architect shall provide the professional services as set forth in this Agreement. 2

3 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. With reference to the Project, Architect agrees with Owner as follows: (a) in the performance of services Architect shall utilize Architect s professional efforts, skill, judgment and abilities in accordance with the common law standard of care for Architects and in a manner which is consistent with locally accepted standards for professional skill and care; (b) Architect shall perform services with respect to the Project in compliance, to the best of Architect s knowledge, information and belief, with applicable laws, regulations, codes and order of governmental bodies having jurisdiction; (c) Architect shall specify usage of only suitable materials for the Project; and (d) the Project, if built in compliance with the design and Construction Drawings, will comply, to the best of Architect s knowledge, information and belief with applicable laws, regulations, codes, ordinances and orders of governmental bodies. The Architect represents to the Owner that the Architect is financially solvent and possesses sufficient license, authority and personnel to complete the services required hereunder. Architect will correct those services not performed consistent with the foregoing standards without any additional compensation of any sort. Architect has submitted prior to entering into this Agreement a Project organization chart setting out Architect s personnel, and their responsibilities in connection with this Project, which Architect proposes to use in connection with the performance of its services on this Project. If, at any time after entering into this Agreement, Owner has any reasonable objection to any personnel or consultant employed by Architect proposes to use in connection with this Project, Architect shall promptly propose substitutes to whom the Owner has no reasonable objection. 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. Owner shall have the right to rely on all communications of such representative without any further inquiry or investigation by Owner. 2.4 Except with the Owner s knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect s professional judgment with respect to this Project. 2.5 The Architect shall maintain the following insurance for the duration of this Agreement. If any of the requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse the Architect for any additional cost:architect shall provide the following insurance as part of the Basic Services Fee. (Identify types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if any.).1 General Liability.2 Automobile Liability 2.6 INSURANCE The Architect shall provide and maintain, or cause to be provided and maintained in the case of subconsultants to the Architect, insurance acceptable to the Owner based on the structure, contracting relationship and scope/risk assignment of the Architect and its Consultants and Licensed/Professional Design Subcontractors. All such insurance shall be in compliance with the terms and conditions of this Agreement. The Architect and its Consultants and Licensed/Professional Design Subcontractors shall procure and maintain the following insurance at their respective own and sole expense: 1. Commercial General liability insurance in the amount of $1,000,000 per occurrence and $2,000,000 annual aggregate. Coverage shall be at least as broad as Insurance Services Office (ISO) form CG and shall cover liability arising from premises, operations, independent contractors, completed operations, personal injury, products, and liability assumed under contract. 3

4 2. Automobile liability insurance in the amount of $1,000,000 Combined Single Limit per occurrence. Coverage shall include owned, non-owned, and hired vehicles and be written on ISO form CA or a substitute providing equal or broader liability coverage. 3. Employers Liability Limits shall be at least $100,000 per occurrence and for occupational disease. Workers' Compensation is required by law for anyone with employees. Sole proprietors and corporate officers can waive coverage with mandatory affidavit available from the Owner. All contractors providing services shall provide proof of Workers' Compensation insurance as required by NRS 616B.627 or proof that compliance with the provisions of Nevada Revised Statutes, Chapter 616A-D and all other related chapters, is not required. 4. Professional Liability in the amount of $1,000,000 per claim and $3,000,000 aggregate minimum. 5. In addition to Professional Liability Insurance specified in , for construction cost between $1,000,000 and $29,999,999, limit of liability shall be $13,000,000 project specific/dedicated limit per claim/aggregate. For construction cost between $3,000,000 and $9,999,999 limit of liability shall be $3,000,000 project specific/dedicated limit per claim/aggregate. For construction cost over $10,000,000, limit of liability shall be $5,000,000 project specific/dedicated limit per claim/aggregate. a. Retroactive date must be prior to commencement of the performance of this agreement. b. The discovery period is to be three (3) years after termination date of contract. A thirty six month (36) Supplemental Extended Reporting Period must be endorsed to the insurance policy. c. The Board of Regents on behalf of UNLV shall not be added as an additional insured on contractor's professional insurance policies Parties contracting directly with the Owner must have their policy endorsed to reflect that their insurance coverage is primary over any other applicable insurance coverage available The Board of Regents of the Nevada System of Higher Education shall be named as additional insured on the Commercial General Liability, and Excess/Umbrella policy with the exception of Professional Liability Insurance by Insurance Services Office (ISO) standard endorsement CG entitled ADDITIONAL INSURED-DESIGNATED PERSON OR ORGANIZATION Loss Payee: The Board of Regents of the Nevada System of Higher Education on behalf of UNLV shall be named as loss payee as respects their interest in any property that the Architect has an obligation to insure on behalf of the Board of Regents of the Nevada System of Higher Education on behalf of UNLV Policy Cancellation Endorsement: Except for ten (10) days notice for non-payment of premium, each insurance policy shall be endorsed to specify that, without sixty (60) days prior written notice to UNLV, the policy shall not be canceled, non-renewed, or coverage and/or limits reduced or materially altered. The endorsement shall also provide that notices required by this paragraph be sent by certified mail to the Owner and their Risk Management and Safety Department. A copy of this signed endorsement must be attached to the Certificate of Insurance Each insurance policy shall be:.1: Issued by insurance companies authorized to do business in the State of Nevada or eligible surplus lines insurers acceptable to the State and having agents in Nevada upon whom service of process may be made, and.2: Currently rated by A.M. Best as A - lx or better..3: Until such time as the insurance is no longer required by the Board of Regents of the Nevada System of Higher Education on behalf of UNLV, contractors shall provide the Owner with renewal or replacement evidence of insurance no less than thirty (30) days before the expiration or replacement of the required insurance. If at any time during the period when insurance is required by the contract, an insurer or surety shall fail to comply with the requirements of this contract, as soon as contractor has knowledge of any such failure, contractor shall immediately notify the Owner and immediately replace such insurance or bond with insurance or bond meeting the contract requirements Evidence of Insurance: Prior to the start of any work the architect must provide the following documents to the Owner: 4

5 .1 Certificate of Insurance: The Accord 25 Certification of Insurance form or a form substantially similar must be submitted to UNLV to evidence the insurance policies and coverage required of contractor..2 Additional Insured Endorsements: Original Additional Insured Endorsement(s) signed by an authorized insurance company representative(s)..3 Policy Cancellation Endorsement..4 Waiver of Subrogation Endorsement..5 Endorsement reflecting the contractor's insurance is primary over any other applicable insurance..6 Loss Payee Endorsement Insurance maintained by Architects shall apply on a first dollar basis without application of a deductible or self-insured retention, which shall not exceed $5, per occurrence unless otherwise specifically agreed to by the Owner. Such approval shall not relieve Architect s from the obligation to pay any deductible or self-insured retention Any insurance or self-insurance available to the Board of Regents of the Nevada System of Higher Education on behalf of UNLV shall be in excess of and non-contributing with any insurance required The insurance as specified shall not be cancelled, non-renewed, or coverage and/or limits reduced or materially altered, and shall provide that notices required by this paragraph shall be sent by certified mail to the Owner. A copy of this signed endorsement must be attached to the certificate of insurance The Architect and it s Consultants shallshall file with the Contractor make available to the Owner, upon request by the Owner, at Architect s expense a copy of each policy and/or loss history related to insurance coverage required by Article 2. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. ARTICLE 3 SCOPE OF ARCHITECT S BASIC SERVICES 3.1 The Architect s Basic Services consist of those described in Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional Services.services in the following disciplines: civil engineering, structural engineering, mechanical/plumbing engineering, electrical engineering, landscape architecture and design; architectural interior design, low voltage lighting design, audio-visual systems design, detailed cost estimating, "as-constructed" record drawings, telecommunications/data design and sustainable design. Services not set forth in Article 3 are Additional Services. Architect shall be responsible for the coordination of drawings and technical documents relating to Architect s design and used on the Project regardless of whether prepared by Architect or Architect s consultants. Architect shall be responsible for the completeness and accuracy of all Drawings and Specifications prepared by Architect and for compliance with applicable codes, ordinances, regulations, laws and statutes. Owner shall have the right to disapprove any portion of the Architect s services on the Project, including but not limited to, Schematic Design Phase, Design Development Phase, Construction Documents Phase, and any other design services or documents, on any reasonable basis, including, but not limited to, aesthetic, or because, in Owner s opinion, the cost of construction of such design is likely to render the Project infeasible. In the event that any phase of the Architect s services is not approved by Owner, the Architect shall proceed, when requested by Owner in writing, with revisions to the design services or documents prepared for the phase to satisfy Owner s objections. These revisions will be made without adjustment to the compensation provided for hereunder unless revisions are made to drawings previously approved, in which case, such revision services shall be paid as additional services. Should there be substantial revisions to the original program after approval of Schematic Design Phase Drawings which materially increases or decreases the scope of the design services to be furnished hereunder, Architect shall so notify the Owner in writing and receive approval from Owner before proceeding with revisions necessitated by such changes The Architect shall manage the Architect s services, consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner The Architect shall coordinate its services with those services provided by the Owner and the Owner s consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information 5

6 furnished by the Owner and the Owner s consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner s approval a schedule for the performance of the Architect s services. The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner s review, for the performance of the Owner s consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner s approval, the Architect shall adjust the schedule, if necessary as the Project proceeds until the commencement of construction The Architect shall not be responsible for an Owner s directive or substitution made without the Architect s approval.agreement and which agreement shall not be unreasonably withheld The Architect and its Consultants shall, at appropriate times, contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. Architect and its Consultants shall coordinate all interactions with governmental authorities and by such entities providing utility services with the Owner The Architect shall assist the Owner in connection with the Owner s responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. Architect shall make presentations to explain the design of the Project to such parties as reasonably requested by Owner The Architect shall comply with all project planning, design, sustainability, operations and procedures standards of the Owner, and will not deviate from these standards unless agreed upon in writing by the Owner in accordance with Owner s Standards. 3.2 SCHEMATIC DESIGN PHASE SERVICES The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect s services The Architect shall prepare a preliminary evaluation per the Owner s Standards of the Owner s program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project, including the feasibility of incorporating environmentally responsible design approaches. sustainable/environmentally responsible design approaches per the Owner s Standards. The Architect shall reach an understanding with the Owner regarding the requirements of the Project Based on the Project s requirements agreed upon with the Owner, the Architect shall prepare and present for the Owner s approval a preliminary design illustrating the scale and relationship of the Project components. Preliminary Design documents, services, materials and deliverables shall meet the requirements of the Owner s Standards Based on the Owner s approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner s approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital modeling. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. Schematic Design documents, services, materials and deliverables shall meet the requirements of the Owner s Standards. 6

7 The Architect shall consider environmentally responsible design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner s program, schedule and budget for the Cost of the Work. The Owner may obtain other environmentally responsible design services under Article 4.responsible/sustainable design services not included in the Basic Services of this Agreement The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics in developing a design for the Project that is consistent with the Owner s program, schedule and budget for the Cost of the Work The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. This estimate shall be prepared by an independent third-party cost estimator determined by the Architect, with Owner s consent, and shall be a part of the Basic Services of this Agreement The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner s approval. 3.3 DESIGN DEVELOPMENT PHASE SERVICES Based on the Owner s approval of the Schematic Design Documents, and on the Owner s authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner s approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and such other elements as may be appropriate. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. Design Development documents, services, materials and deliverables shall meet the requirements of the Owner s Standards The Architect shall update the estimate of the Cost of the Work The Architect shall submit the Design Development documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner s approval. 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES Based on the Owner s approval of the Design Development Documents, and on the Owner s authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner s approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1) bidding and procurement information that describes the time, place and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms The Architect shall update the estimate for the Cost of the Work. This estimate shall be prepared by an independent third-party cost estimator determined by the Architect, with Owner s consent, and shall be a part of the 7

8 Basic Services of this Agreement. Unless agreed to by the Owner and the Architect, the cost estimator shall be the same estimator who prepared the estimate for the Cost of the Work Schematic Design The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner s approval. 3.5 BIDDING OR NEGOTIATION PHASE SERVICES GENERAL The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner s approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and, (4) awarding and preparing contracts for construction COMPETITIVE BIDDING Bidding Documents shall consist of bidding requirements and proposed Contract Documents The Architect shall assist the Owner in bidding the Project by.1 procuring the reproduction of Bidding Documents for distribution to prospective bidders;.2 distributing the Bidding Documents to prospective bidders, requesting their return upon completion of the bidding process, and maintaining a log of distribution and retrieval and of the amounts of deposits, if any, received from and returned to prospective bidders;.3 organizing and conducting a pre-bid conference for prospective bidders;.4 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda; and.5 organizing and conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders NEGOTIATED PROPOSALS[Intentionally Omitted] Proposal Documents shall consist of proposal requirements and proposed Contract Documents.[Intentionally Omitted] The Architect shall assist the Owner in obtaining proposals by.1 procuring the reproduction of Proposal Documents for distribution to prospective contractors, and requesting their return upon completion of the negotiation process;.2 organizing and participating in selection interviews with prospective contractors; and.3 participating in negotiations with prospective contractors, and subsequently preparing a summary report of the negotiation results, as directed by the Owner.[Intentionally Omitted] The Architect shall consider requests for substitutions, if the Proposal Documents permit substitutions, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. 3.6 CONSTRUCTION PHASE SERVICES GENERAL The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A , as modified, General Conditions of the Contract for Construction. If the Owner and Contractor modify AIA Document A , those modifications shall not affect the Architect s services under this Agreement unless the Owner and the Architect amend this Agreement.Architect represents that it has reviewed such AIA Document A , General Conditions of the Contract for Construction, as modified, and agrees to perform all of Architect s obligations and duties required of the Architect relative to that document The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The 8

9 Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor s failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect s negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work Subject to Section 4.3, the Architect s responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. The Architect shall provide warranty walk services as a part of the Basic Services of this Agreement EVALUATIONS OF THE WORK The Architect and its consultants, as appropriate to the construction work being performed as applicable to the consultants scope of services, shall visit the site at intervals appropriate to the stage of construction, weekly minimum, or as otherwise required in Section 4.3.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work The Architect Architect, with the Owner s consent, has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect Architect, with the Owner s consent, shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect s response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness.with reasonable promptness, not to exceed 14 days Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect s decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined in AIA Document A , A as modified, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents CERTIFICATES FOR PAYMENT TO CONTRACTOR The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. amounts within 14 days of Contractor s application for payment. The Architect s certification for payment shall constitute a representation to the Owner, based on the Architect s evaluation of the Work as provided in Section and on the data comprising the Contractor s Application for Payment, that, to the best of the Architect s knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. 9

10 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor s right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. The Architect s certification for payment constitutes a recommendation to Owner and is not legally binding on Owner The Architect shall maintain a record of the Applications and Certificates for Payment SUBMITTALS The Architect shall review the Contractor s submittal schedule and shall not unreasonably delay or withhold approval. Approval or comments by the Architect shall be made with reasonable promptness, not to exceed 14 days. The Architect s action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect s professional judgment to permit adequate review In accordance with the Architect-approved submittal schedule, the Architect shall review and approve or take other appropriate action upon the Contractor s submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Architect shall be responsible for determining what aspects of the Work shall be the subject of shop drawings and submittals. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor s responsibility. The Architect s review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect s approval of a specific item shall not indicate approval of an assembly of which the item is a component If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review shop drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional s seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. professionals unless Architect knows that such certifications or approvals are not correct Subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth in the Contract Documents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect s response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. with reasonable promptness, not to exceed 14 days. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents CHANGES IN THE WORK The Architect Architect, with Owner consent, may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to the provisions of Section 4.3, the Architect shall prepare Change Orders and Construction Change Directives for the Owner s approval and execution in accordance with the Contract Documents. 10

11 The Architect shall review properly prepared, timely requests by the Owner or Contractor for changes in the Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the Work shall be accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents, the Architect may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied. If the Architect determines that implementation of the requested changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or Contract Sum, the Architect shall make a recommendation to the Owner, who may authorize further investigation of such change. Upon such authorization, and based upon information furnished by the Contractor, if any, the Architect shall estimate the additional cost and time that might result from such change and provide to Owner for review. With the Owner s approval, the Architect shall incorporate any estimates for changes in the Work by the Contractor into a Change Order or other appropriate documentation for the Owner s execution or negotiation with the Contractor The Architect shall maintain records relative to changes in the Work PROJECT COMPLETION The Architect shall conduct inspections to determine the date or dates of Substantial Completion (with necessary punchlists prior to or as a part of Substantial Completion) and the date of final completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the Owner, for the Owner s review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor; and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents The Architect s inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected When the Work is found to be substantially complete, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents Upon request of the Owner, and Three months prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance.performance (9 month walk). ARTICLE 4 ADDITIONAL SERVICES 4.1 Additional Services listed below are not included in Basic Services Services, unless specified, but may be required for the Project. The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect s responsibility, and the Owner shall compensate the Architect as provided in Section If the service is specified below as a Basic Service, the Architect shall include services in the Basic Services fee, inclusive of all consultants and other vendors necessary to provide the Basic Service as specified. (Designate the Additional Services the Architect shall provide in the second column of the table below. In the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If in an exhibit, identify the exhibit.) 11

12 Additional Services Responsibility (Architect, Owner or Not Provided) Programming Multiple preliminary designs Measured drawings Existing facilities surveys Site Evaluation and Planning (B ) Building information modeling Civil engineering Basic Service Landscape design Basic Service Architectural Interior Design (B ) Basic Service Value Analysis (B ) Detailed cost estimating Basic Service On-site project representation Conformed construction documents As-Designed Record As-designed record drawings As-Constructed Record As-constructed record drawings Basic Service Post occupancy evaluation Facility Support Services (B ) Tenant-related services Coordination of Owner s consultants Telecommunications/data design Basic Service Security Evaluation and Planning (B ) Commissioning (B ) Extensive environmentally responsible design LEED Certification (B ) Fast-track design services Historic Preservation (B ) Furniture, Furnishings, Finishings, and Equipment Design (B ) Sustainable Design in coordination with Owner s Standards and Policies Basic Service Location of Service Description (Section 4.2 below or in an exhibit attached to this document and identified below) Low Voltage Lighting Design Audio-Visual Systems Design Preparation for, and attendance at, a public presentation, meeting or hearing, as required by the project Basic Service Basic Service Basic Service 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect s responsibility, if not further described in an exhibit attached to this document. 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect s schedule. 12

13 4.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner s written authorization:.1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner s schedule or budget for Cost of the Work, or procurement or delivery method; Project;.2 Services necessitated by the Owner s request for extensive environmentally responsible design alternatives, such as unique system designs, in-depth material research, energy modeling, or LEED certification;certification outside of Sustainable Design in coordination with Owner s Standards and Policies;.3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations;.4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner s consultants or contractors;.5 Preparing digital data for transmission to the Owner s consultants and contractors, or to other Owner authorized recipients; [Intentionally Omitted].6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner;.7 Preparation for, and attendance at, a public presentation, meeting or hearing;[intentionally Omitted].8 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto;.9 Evaluation of the qualifications of bidders or persons providing proposals;.10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or.11 Assistance to the Initial Decision Maker, if other than the Architect To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Architect, and the Owner shall have no further obligation to compensate the Architect for those services:.1 Reviewing Excessive reviewing of a Contractor s submittal out of sequence from the submittal schedule agreed to by the Architect;.2 Responding to the excessive Contractor s requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor-prepared coordination drawings, or prior Project correspondence or documentation;.3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor s proposals and supporting data, or the preparation or revision of Instruments of Service;[Intentionally Omitted].4 Evaluating an extensive number of Claims as the Initial Decision Maker;.5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom; or[intentionally Omitted].6 To the extent the Architect s Basic Services are affected, providing Construction Phase Services days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion identified in Initial Information, whichever is earlier.earlier, outside of addressing issues relative to the Architect s scope of services in terms of scope, delivered item, or non-compliance, non-performance or late delivery of the Work based on Architect s services. This period shall also exclude the 9 month walk or any warranty walk services The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner:.1 ( ) reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor 2

14 .2 ( ) visits to the site by the Architect over the duration of the Project during construction.3 ( ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents.4 ( ) inspections for any portion of the Work to determine final completion If the services covered by this Agreement have not been completed within ( ) months of the date of this Agreement, through no fault of the Architect, extension of the Architect s services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER S RESPONSIBILITIES 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner s objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. to the Architect. 5.2 The Owner shall establish and periodically update the Owner s budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner s other costs; and, (3) reasonable contingencies related to all of these costs. Architect shall assist Owner in such updates to ascertain that costs are in line with the Budget. If the Owner significantly increases or decreases the Owner s budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project s scope and quality. The Architect will not reasonably withhold agreement. 5.3 The Owner shall identify a representative authorized to act on the Owner s behalf with respect to the Project. The Owner shall render decisions and approve the Architect s submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect s services.designate in writing a representative authorized (the Owner s Project Manager) to whom all matters requiring the Owner s approval or authorization shall be submitted. This representative shall convey such matters to Owner s officers and/or governing bodies, as appropriate. 5.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. 5.5 The Owner shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. 5.6 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect s request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner s consultants. The Owner shall furnish the services of consultants other than those designated in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance as appropriate to the services provided. 5.7 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. 5.8 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner s needs and interests. 3